Insight Molecular Diagnostics Inc. 8-K

What Happened

• Insight Molecular Diagnostics, Inc. announced on Feb 10, 2026 that it entered into securities purchase agreements and completed a registered direct offering that closed on Feb 12, 2026.
• The Company sold 3,482,498 shares of common stock and issued pre‑funded warrants to purchase up to 1,043,478 additional shares, at $5.75 per share and $5.7499 per pre‑funded warrant. Net proceeds were approximately $24.5 million after placement agent fees and offering expenses.
• The Company said it intends to use the proceeds primarily for general corporate purposes, including research and development in its transplantation product line (GraftAssure) with near‑term focus on expanding into heart transplant rejection testing.

Key Details

• Offering size and pricing: 3,482,498 common shares at $5.75 each; pre‑funded warrants priced at $5.7499 each (exercise price $0.0001).
• Potential dilution: up to 1,043,478 additional shares issuable upon exercise of the pre‑funded warrants — up to 4,525,976 total new shares.
• Proceeds and fees: ~ $24.5M net proceeds; placement agent Lake Street Capital Markets received 3.0% fees for certain investor introductions and 6.0% for other investors, plus reimbursement of $125,000 in out‑of‑pocket expenses.
• Warrant terms: pre‑funded warrants exercisable at any time until fully exercised, subject to beneficial ownership caps (default 4.99% per holder or, if elected, 9.99% with notice) and customary adjustment provisions.
• Legal and closing mechanics: offering conducted under an effective Form S-3 shelf registration; purchase agreements include customary representations, warranties and indemnities; legal opinion from Haynes and Boone, LLP was provided.

Why It Matters

• This transaction provides Insight with fresh capital (~$24.5M) to fund R&D and product expansion—most immediately toward heart transplant rejection testing—supporting the company’s growth plans for its GraftAssure platform.
• Investors should note the potential dilution from the shares issued and the pre‑funded warrants (up to ~4.5M additional shares possible) and the placement agent fees that reduced net proceeds.
• The offering closed under a registered shelf, meaning the shares and warrant‑shares will be registered for resale, which can affect liquidity and future supply of the Company’s stock.